THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

LEI number: 254900YT8SO8JT2LGD15

9 October 2025

This announcement contains inside information.

MARWYN ACQUISITION COMPANY III LIMITED ("MAC III" OR "COMPANY")

Potential Transaction and Suspension of Trading

The Company today announces that it is in discussions with private capital administrator, Palmer Street Limited ("Palmer")

•   Palmer, a modern, technology led provider of private capital administration, has entered into non-binding heads of terms with MAC III to support the next phase of its growth.

•   The agreement outlines discussions regarding a potential acquisition of Palmer, aimed at securing additional investment for Palmer to pursue strategic opportunities and further accelerate development of its market-leading platform to support clients across jurisdictions.

•   Effective today, MAC III's shares will be suspended pending conclusion of the discussions or, if a transaction is completed, a readmission prospectus to be published. On completion, MAC III is expected to change its name in accordance with the Palmer brand.

•    The transaction would be subject to regulatory change of control consents and would not be expected to complete until 2026.

MAC III announces that, together with its subsidiary, MAC III (BVI) Limited, it has entered into a non-binding heads of terms in relation to a combination with Palmer which would be effected through the acquisition of 100 per cent. of the issued share capital of Palmer, which operates in Luxembourg, Jersey, Spain and the UK on a share-for-share basis.

A combination with MAC III provides Palmer with immediate access to additional long-term investment capital to pursue strategic opportunities, led by the Palmer management team.

Any transaction, if agreed, would be subject to the approval of the UK Financial Conduct Authority (the "FCA"), the Commission de Surveillance du Secteur Financier (the Luxembourg financial services regulator) and the Jersey Financial Services Commission, publication of a Prospectus and agreement of financing.

Established in 2023, following on from their success at Sanne Group plc, Palmer was created by its management team and Marwyn to take advantage of the market opportunity to build a legacy-free platform to provide a differentiated offering to the private funds market.  Palmer combines the track record and operational experience of its leadership team with regulatory expertise and teams in London, Luxembourg, St Helier and Madrid, together with its data focussed, cloud-based administration technology platform aiming to deliver an unparalleled service experience. This platform-driven model provides clients with accurate, timely insights and consistent service across jurisdictions, reinforcing Palmer's reputation as a trusted long-term partner.

Marwyn* is a long-term equity investor and MAC III was established by Marwyn, who is also the cornerstone investor in Palmer. Marwyn has a long track record of building UK listed companies in partnership with management and institutional co-investors. Since 2005, Marwyn in conjunction with its management partners, have launched over 15 UK listed companies, which have collectively raised over £4bn and delivered over £7bn of shareholders returns to date. Portfolio companies today include Zegona Communications, Advanced ADVT and InvestAcc and past Marwyn companies include BCA Marketplace, Entertainment One, Breedon Aggregates and Advanced Computer Software.

Suspension of listing

If agreed, the transaction would constitute an initial transaction under the UK Listing Rules. If the transaction is completed, the Company's listing on the Equity shares (shell companies) category of the Official List will be cancelled. The Company would need to apply for the re-admission of its shares to the Equity shares (commercial companies) category of the Official List and to trading on the Main Market of the London Stock Exchange on the basis that the FCA approves the eligibility of the enlarged Company, following completion of the transaction.

As the transaction is not yet agreed and MAC III is currently unable to provide a full disclosure of information on Palmer, and as there is insufficient publicly available information about the transaction and the Company is unable to assess accurately its financial position and inform the market,  as required by UK Listing Rule13.4.6G, the Company has requested to the FCA that the listing of its Ordinary Shares on the FCA Official List is suspended with effect from 7:30 a.m. today under Rule 21.3 of the UK Listing Rules. The suspension will remain in effect until the Company publishes a prospectus in relation to the transaction, or, if the transaction does not proceed, the Company will make an application to the FCA for the suspension to be lifted, subject to satisfying the relevant requirements under the Listing Rules. 

The Company will make a further announcement, including the key terms required by UK Listing Rule 13.4.22R, at such time as binding terms are entered into.

Enquiries:

Company Secretary
Antoinette Vanderpuije -  +44(0)207 004 2700

Zeus Capital Limited (Nominated Adviser and Broker)

Tel: +44(0)203 829 5000

Katy Mitchell

Harry Ansell

*Marwyn Investment Management LLP and the funds to which it is appointed manager

IMPORTANT NOTICES

Neither this Announcement nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons into whose possession this Announcement or other information referred to herein comes should inform themselves about, and observe, any restrictions in such laws or regulations. This Announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

Further information on the Company can be found on its website at https://marwynac3.com/. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website or any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

Zeus is authorised and regulated in the United Kingdom by the FCA and has agreed to act as sponsor to the Company and no one else in connection with the proposed transaction. Zeus will not regard any other person as its client in relation to any of the matters described in this Announcement and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the matters referred to in this Announcement.

This Announcement has not been approved by the FCA or the London Stock Exchange.

The person responsible for arranging the release of this announcement on behalf of the Company is James Corsellis, Director of the Company.